Disciplined Growth Acquisition (DGAC) sponsor acquires shares and rights in private deal
Rhea-AI Filing Summary
Disciplined Growth Sponsor LLC, a 10% owner of Disciplined Growth Acquisition Corp, acquired 181,750 Class A ordinary shares and 181,750 rights to Class A ordinary shares tied to private placement units purchased at $10 per unit in connection with the SPAC’s initial public offering and a partial underwriter over-allotment exercise.
The 181,750 rights are convertible into 45,437 Class A ordinary shares, with each right automatically converting into one-fourth of a share upon consummation of the initial business combination, with no expiration date and no fractional shares issued. An amendment to the prior report corrects an error to show these rights as securities acquired, not disposed of. Chief Executive Officer Robert Wotczak, as managing member of the Sponsor, may be deemed to have beneficial ownership of these securities but disclaims beneficial ownership beyond any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 181,750 shares
Net Buy
2 txns
Insider
Disciplined Growth Sponsor LLC, Wotczak Robert
Role
10% Owner | Chief Executive Officer
Bought
363,500 shs
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Rights to Class A ordinary shares F3, F4 | 181,750 | -- | -- |
| Purchase | Class A ordinary shares F1, F2 | 181,750 | $10.00 | $1.82M |
Holdings After Transaction:
Rights to Class A ordinary shares — 181,750 shares (Direct);
Class A ordinary shares — 181,750 shares (Direct)
Footnotes (4)
- F1. Reflects the 181,750 Class A ordinary shares of Disciplined Growth Acquisition Corporation (the "Issuer") that are included in the 181,750 private placement units of the Issuer purchased by Disciplined Growth Sponsor LLC ("Sponsor"), with such private placement units comprised of 175,000 private placement units issued on May 28, 2026, in connection with closing of the Issuer's initial public offering and 6,750 private placement units issued on June 4, 2026, in connection with the partial exercise of the underwriter's over-allotment option. Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right to receive one-fourth (1/4) of one Class A ordinary share upon consummation of the Issuer's initial business combination.
- F2. The Sponsor is the record holder of the shares reported herein. Robert Wotczak, the Chief Executive Officer of the Issuer, is the Managing Members of the Sponsor and holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As such, Mr. Wotczak may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Wotczak disclaims any beneficial ownership of the securities held of record by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
- F3. Represents the 45,437 Class A ordinary shares, which may be acquired by Sponsor upon the conversion of 181,750 rights (included in the Sponsor's private placement units) upon consummation of the registrant's initial business combination. As described in the Registration Statement under the heading "Description of Securities-Share Rights," each right will automatically convert into one-fourth (1/4) of one Class A ordinary share upon consummation of the registrant's initial business combination, subject to certain adjustments described therein and have no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights.
- F4. This amendment is being filed to correct an inadvertent typographical error in Table II original Form 4, filed June 9, 2026, in which the Ownership Form Codes were incorrectly listed as "Disposed Of" (D), rather than "Securities Acquired" (A). This amendment corrects such details in Table II to reflect the acquisition of securities.
Key Figures
Class A shares acquired: 181,750 shares
Rights acquired: 181,750 rights
Shares issuable from rights: 45,437 shares
+3 more
6 metrics
Class A shares acquired
181,750 shares
Class A ordinary shares included in private placement units; transaction date June 4, 2026
Rights acquired
181,750 rights
Rights to Class A ordinary shares associated with the Sponsor’s private placement units
Shares issuable from rights
45,437 shares
Class A ordinary shares issuable upon conversion of 181,750 rights after initial business combination
Private placement unit price
$10 per unit
Each private placement unit contains one Class A ordinary share and one right
IPO-related units
175,000 units
Private placement units issued May 28, 2026 in connection with closing of the IPO
Over-allotment units
6,750 units
Private placement units issued June 4, 2026 upon partial exercise of underwriter’s over-allotment option
Key Terms
private placement units, over-allotment option, beneficial ownership, initial business combination, +1 more
5 terms
private placement units financial
"Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right"
over-allotment option financial
"6,750 private placement units issued on June 4, 2026, in connection with the partial exercise of the underwriter's over-allotment option"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
beneficial ownership financial
"Mr. Wotczak may be deemed to have beneficial ownership of the securities held of record by the Sponsor"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
initial business combination financial
"each right will automatically convert into one-fourth (1/4) of one Class A ordinary share upon consummation of the registrant's initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
Registration Statement regulatory
"As described in the Registration Statement under the heading "Description of Securities-Share Rights," each right will automatically convert"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What securities did Disciplined Growth Sponsor LLC acquire in DGAC?
Disciplined Growth Sponsor LLC acquired 181,750 Class A ordinary shares and 181,750 rights to Class A ordinary shares, all embedded in private placement units purchased at $10 per unit in connection with the IPO and a partial over-allotment exercise.
What did the amendment to the DGAC Form 4 for Disciplined Growth Sponsor change?
The amendment corrects a prior report so the rights are shown as “Securities Acquired” rather than disposed of. It clarifies that the transactions increased the Sponsor’s position in DGAC-related securities instead of representing a sale or reduction.
What is Robert Wotczak’s relationship to the DGAC securities reported here?
The shares and rights are held of record by Disciplined Growth Sponsor LLC. CEO Robert Wotczak is the Sponsor’s managing member, holds voting and investment discretion, and may be deemed to have beneficial ownership but disclaims it beyond any pecuniary interest.
Do the DGAC rights acquired by the Sponsor expire if no action is taken?
The rights reported have no expiration date. They automatically convert into one-fourth of a Class A ordinary share each upon DGAC’s initial business combination, subject to specified adjustments, and no fractional Class A shares will be issued on conversion.
Were the DGAC insider purchases reported as made under a Rule 10b5-1 trading plan?
The report does not indicate that these transactions were made under a Rule 10b5-1 trading plan. The document-level checkbox for Rule 10b5-1 is unchecked, and no footnote describes a pre-arranged trading arrangement.